"We are excited to partner with IZ and support their efforts to commercialize its proprietary NEREA® technology," commented Mr. Julian Treger, CEO of CoTec. "Fertilizer is a major contributor to global CO2 emissions and NEREA® is exactly the type of breakthrough the agricultural industry needs to reduce its carbon footprint - independent studies have shown that it could improve the efficacy of fertilizer by a factor of up to eight and reduce plant and crop growth cycles by as much as twenty-five per cent. Additionally, at a time of conflict in Ukraine, NEREA® could significantly reduce the Western world's fertilizer needs and its exposure to higher risk jurisdictions for much needed supply. Our investment will give us a substantial interest in IZ, and we intend to work closely with the IZ management team to help them aggressively roll out this exciting technology."
"We are very pleased to partner with CoTec and are excited to commence the commercialization of NEREA® products" said Ray Paquette, IZ CEO. "Once our products are established in Canada, we will roll it out to the other jurisdictions where we have secured exclusivity."
NEREA®
NEREA® is IZ's proprietary on demand grow system designed for all agricultural sectors: nurseries, greenhouses, horticultural growers, and outdoor growers. It imbeds into zeolite particles all the macronutrients and micronutrients needed by plants to grow healthy and effectively. It is a demand driven system that allows plants to receive nutrients based on their need and at the time the plant needs it. Independent trials and validation studies show that NEREA® decreases crop time resulting in additional crops for growers thus increasing grower ROI, reduces the overall requirements for fertilizer by up to 80% resulting in much lower input costs for growers, and reduces greenhouse gases significantly through the reduction of fertilizer consumption. IZ has secured the rights to manufacture, market and sell NEREA® in Canada and the United States for a period of 20 years from approval of the NEREA® intellectual property in the relevant jurisdictions and global exclusivity arrangements are pending.
Transaction Terms
CoTec has signed a subscription agreement to purchase 13,333,334 units ("Units") from IZ on a private placement basis at a price of $0.15 per unit for an aggregate subscription of $2,000,0000 (the "Private Placement"). King Chapel International ("Kings Chapel"), a company associated with Mr. Treger, is also a party to the agreement and will subscribe for 2,000,000 Units, providing IZ with aggregate subscription proceeds of $2,300,000. Each Unit will consist of one common share of the company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable for one Common Share at a price of $0.18 for 12 months from the closing date, which if exercised provides an additional $2,760,000 in operating capital for IZ.
$170,000 of the net proceeds of the Private Placement will be used to repay shareholder loans owing to Ray Paquette, the CEO of the company, and his affiliates, and the balance will be used to fund the commercialization of NEREA products for manufacturing, marketing and sales in Canada and for working capital purposes.
Pursuant to the subscription agreement, CoTec and Kings Chapel have each agreed to provide up to $300,000 in bridge loan funding to IZ (together the "Bridge Loan"). CoTec agreed to advance its funding concurrently with the execution of the Subscription Agreement and Kings Chapel will advance its Bridge Loan upon the satisfactory completion of its due diligence review of IZ. The Bridge Loan bears interest at 7% per annum and is repayable on the earlier of November 21, 2024, closing of the Private Placement and a change of control of IZ. The Bridge Loan is secured by a first ranking charge in favour of CoTec over all of IZ's assets. Amounts outstanding under the Bridge Loan will be credited towards the amount payable by CoTec and Kings Chapel upon completion of the Private Placement.
Upon completion of the Private Placement:
- CoTec and IZ will enter into an investor rights agreement pursuant to which CoTec will have customary pre-emptive rights to participate in future equity issuances by IZ and the right to appoint two members of IZ's board of directors;
- CoTec and Ray Paquette, the CEO and a director of IZ, will enter into a debenture call agreement pursuant to which CoTec will have the right to purchase all or any part of the Convertible Debentures (as defined below) at a price equal to 100% of the outstanding principal amount under the purchased Convertible Debentures at any time or from time to time until July 31, 2023; and
- CoTec will own 23.6% of the issued and outstanding Common Shares and 38.1% of the outstanding Common Shares on a partially-diluted basis (assuming the exercise of all of its Warrants).
As required by the policies of the TSX Venture Exchange (the "TSXV"), IZ will seek disinterested shareholder approval at its annual and special shareholder meeting to be held on January 4, 2023 for a resolution to approve CoTec or Kings Chapel becoming a "control person" of IZ. The directors and officers of IZ, who currently own 20.6% of the outstanding Common Shares, have agreed to vote all of their Common Shares in favour of this resolution.
Completion of the Private Placement is subject to a number of conditions, including receipt of IZ shareholder approval and all necessary TSXV approvals, CoTec completing its due diligence investigations of IZ and being satisfied with the results of such investigations in its sole discretion, receipt of all necessary regulatory approvals for the sale of NEREA® in the United States, the absence of any material adverse effect in respect of IZ and other customary conditions.
Debt Exchange
Ray Paquette, the CEO and a director of IZ, and an affiliated company currently hold two promissory notes of IZ in the original principal amounts of $243,000 and $793,000 respectively (the "Promissory Notes"). As of November 14, 2022, the aggregate amounts owing under the Promissory Notes (including accrued and unpaid interest) was $266,061.70 and $881,261.54, respectively. In addition, IZ currently owes an affiliated company of Mr. Paquette $108,000 in unpaid management fees. Mr. Paquette and IZ have entered into a debt exchange agreement pursuant to which IZ's obligations under the Promissory Notes and the unpaid management fees will be satisfied in exchange for the issuance to Mr. Paquette and his affiliated company of convertible debentures in the aggregate principal amount of $1,255,323.23 (the "Convertible Debentures").
Each Convertible Debenture will bear interest at the prime rate of interest published by Royal Bank of Canada + 2%. The Convertible Debenture held by Mr. Paquette will be payable in five equal annual instalments starting on June 30, 2023, and ending on June 30, 2027. The Convertible Debenture held by Mr. Paquette's affiliated company will be payable in two equal annual instalments on June 30, 2023 and June 30, 2024. The principal amount outstanding under the Convertible Debentures will also be convertible, at any time and from time to time, at the option of the holder, into Common Shares based on a conversion price of $0.15 per share, subject to customary adjustments.
The debt exchange transaction and the issuance of the Convertible Debentures is subject to TSXV approval. The debt exchange transaction is a related-party transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). Because IZ's shares trade only on the TSXV, the issuance of the Convertible Debentures is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(a) of MI 61-101.
All securities issued under the Private Placement and the debt exchange transaction are subject to a hold period of four months plus a day, in accordance with applicable securities laws and the policies of the TSXV.
On Behalf of the Board of International Zeolite Corp.
"Ray Paquette"
CEO
604.684.3301
On Behalf of the Board of CoTec Holdings Corp.
"Braam Jonker"
CFO
604.992.5600
About International Zeolite
International Zeolite's mission is to produce a line of high-value top-tier performance natural zeolite products and solutions. We believe that real change comes from the ground up. Our focused aim is to utilize the naturally occurring zeolite mineral to innovate commercial agriculture, industry and consumer practices that outperform their competition, and are better for the environment and world populations. Our purpose-driven zeolite solutions represent a new era of earth conscious environmental science that will relentlessly seek to transform agriculture, industry, and households to safer, sustainable, superior means of operation.
International Zeolite is a publicly traded issuer listed on the TSX Venture Exchange and trades under the symbol IZ.V
For further information, please visit www.internationalzeolite.com or contact Ray Paquette - (604) 684.3301
For Investor Inquiries:
info@internationalzeolite.com
For Sales and Commercial Inquiries:
sales@earthinnovations.ca
About CoTec
CoTec is an ESG-focused company investing in innovative technologies that have the potential to fundamentally change the way metals and minerals can be extracted and processed for the purpose of applying those technologies to undervalued operating assets and recycling opportunities, as the Company seeks to transition into a mid-tier mineral resource producer. The Company is committed to supporting the transition to a lower carbon future for the extraction industry, a sector on the cusp of a green revolution as it embraces technology and innovation.
CoTec is a publicly traded investment issuer listed on the Toronto Venture Stock Exchange and trades under the symbol CTH.V
For further information, please visit www.cotec.ca or contact Braam Jonker - (604) 992-5600.
Please join CoTec CEO, Julian Treger, and IZ CEO, Mark Pearlman on Friday, November 25, 2022 at 8:00AM PST for further information on this exciting investment opportunity. Click this link https://my.6ix.com/aIx5t8G4 to register for the event.
Forward-Looking Information
Statements in this press release regarding IZ, CoTec, their respective businesses, the Private Placement and related transactions which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to IZ's proposed commercialization of its NEREA®, the benefits and potential impact of NEREA®, the construction of IZ's proposed NEREA® production facility and completion and the anticipated benefits of the Private Placement. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. For further details regarding risks and uncertainties facing IZ please refer to its public disclosure documents, copies of which may be found under IZ's SEDAR profile at www.sedar.com. For further details regarding risks and uncertainties facing CoTec please refer to "Risk Factors" in CoTec's filing statement dated April 6, 2022, as well as its other public disclosure documents, copies of which may be found under CoTec's SEDAR profile at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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